Lottomatica to absorb CIRSA in €2.8bn all-share deal, creating a listed gaming group with €2bn pro-forma EBITDA

Lottomatica and CIRSA have agreed an all-share merger that would fold the Spain- and Latin America-focused operator into the Italian group and create what they call the world’s second-largest listed gaming and sports betting operator. For PSPs and banks in high-risk verticals, the interesting bit is not the slogan; it is the scale, the geography, and the fact that the combined group will sit across Italy, Spain, and a wider set of regulated gaming markets.

1. The deal was announced in a prospectus filed in Milan on September 2. Lottomatica, listed on Euronext Milan in early 2023, will absorb CIRSA in an all-share transaction. The combined company will operate under the Lottomatica name, keep using the CIRSA brand in its core markets for now, and be headquartered in Rome with a secondary base in Barcelona.
2. The new group will be listed on both Euronext Milan and the Spanish stock exchanges. Lottomatica said the merger would create a “global gaming champion” and give it leadership positions in the two largest gaming markets in Southern Europe. That matters because listed groups with multi-jurisdiction footprints tend to have more moving parts in payment routing, merchant setup, and bank relationship management than single-market operators.
3. CIRSA brings casino, gaming hall, slot machine and online operations in Spain, plus the sports betting brand Sportium. Outside Spain, it has casinos and slot operations in Morocco, Colombia, Panama, Peru and Mexico. The company also expanded over the last two years through acquisitions including Apuesta Total in Peru, Slots del Sol in Paraguay, CasinoPortugal and Casino Figueira in Portugal, and Modena Giochi in Italy.
4. Under the agreed terms, CIRSA shareholders will receive 0.668 newly issued Lottomatica shares for each CIRSA share held. After completion, existing Lottomatica investors are expected to own approximately 67.5 per cent of the combined company, with CIRSA shareholders holding 32.5 per cent. Blackstone, CIRSA’s majority shareholder, is expected to become the largest single shareholder with a stake of around 24 per cent.
5. The transaction values CIRSA at roughly six times expected 2026 EBITDA before synergies and is expected to create a group with pro-forma adjusted EBITDA of approximately €2bn. The companies forecast annual pre-tax cash synergies of about €115m by the third full financial year after completion, which gives the merged operator a much larger earnings base to support banking, acquiring, and treasury relationships.

The shareholder returns are also part of the story. Before completion, CIRSA will distribute an extraordinary dividend of €262m, equal to €1.56 per share. After closing, Lottomatica intends to propose a further €744m capital distribution through a special dividend, share buy-backs, or both, and the combined company has indicated it could return up to €4bn to shareholders over the next three years.